Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 to this Current Report on Form 8-K is an updated
version of Aditxt, Inc.'s (the "Company") investor presentation, which may be
used in presentations to investors from time to time.
The information in this Item 7.01 and Exhibit 99.1 of this Current Report on
Form 8-K is furnished and shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section. The information
in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not
be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, whether made before or after the date of this
Current Report, regardless of any general incorporation language in any such
filing.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed transaction with AiPharma Global Holdings LLC ("AiPharma Global"). If
the definitive agreement is entered into with AiPharma Global, it is
contemplated by the Transaction Agreement that, a Proxy Statement / Registration
Statement on Form S-4 (the "Registration Statement") will be filed with the
Securities and Exchange Commission (the "SEC"), which will include preliminary
and definitive proxy statements to be distributed to the Company's shareholders
in connection with the Company's solicitation for proxies for the vote by the
Company's shareholders in connection with the proposed transaction and other
matters specified in the Proxy Statement / Registration Statement, as well as
the prospectus relating to the offer of securities to be issued to AiPharma
Global's shareholders in connection with the completion of the proposed
transaction. After the Proxy Statement / Registration Statement has been filed
and declared effective, the Company will mail a definitive proxy statement and
other relevant documents to its shareholders as of the record date established
for voting on the proposed business combination. WE URGE INVESTORS TO READ
THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY AND THE DEFINITIVE AGREEMENT. Investors
will be able to obtain free copies of these materials on the SEC's website at
http://www.sec.gov. Free copies of the Company's SEC filings are also available
from Aditxt, Inc., 737 N. Fifth Street, Suite 200, Richmond, VA 23219, Attn:
Amro Albanna, Chief Executive Officer.
Participants in the Solicitation
The Company and its executive officers, directors, other members of management,
employees and AiPharma Global may be deemed, under SEC rules, to be participants
in the solicitation of proxies from the Company's shareholders with respect to
the proposed transaction. Information regarding the executive officers and
directors of the Company is set forth in its definitive proxy statement for its
2021 annual meeting filed with the SEC on April 5, 2021. More detailed
information regarding the identity of potential participants, and their direct
or indirect interests, by securities holdings or otherwise, will be set forth in
the Proxy Statement / Registration Statement on Form S-4 and other materials to
be filed with the SEC in connection with the Definitive Agreement.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Investor Presentation
104 Inline XBRL for the cover page of this Current Report on Form 8-K
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ADITXT, INC. 
